EXHIBIT 10.1

                           MASON-DIXON BANCSHARES, INC

                             1997 OMNIBUS SHARE PLAN

         1. PURPOSE.  The purpose of the 1997 Omnibus Share Plan of  Mason-Dixon
Bancshares,  Inc.  (the  "Plan")  is  to  promote  the  financial  interests  of
Mason-Dixon  Bancshares,   Inc.  (the  "Company"),   including  its  growth  and
performance, by encouraging the directors, officers and employees of the Company
and its subsidiaries to acquire an ownership position in the Company,  enhancing
the ability of the Company and its  subsidiaries to attract and retain employees
of  outstanding  ability,  and  providing  employees  with a way to  acquire  or
increase their proprietary interest in the Company's success.

         2. SHARES  SUBJECT TO THE PLAN.  Subject to  adjustment  as provided in
Section  18,  the  number  of common  shares,  par value  $1.00  per  share,  of
beneficial  interest in the Company (the "Shares")  which shall be available for
the grant of awards under the Plan shall be 248,800 Shares.

                  Shares subject to an award that expires  unexercised,  that is
forfeited,  terminated  or canceled,  in whole or in part, or is paid in cash in
lieu of Shares, shall thereafter again be available for grant under the Plan.

         3. ADMINISTRATION. The Company's Compensation Committee of the Board of
Directors (the "Committee") will make all discretionary  decisions involving the
Plan. A majority of the Committee shall  constitute a quorum,  and the acts of a
majority shall be the acts of the Committee.

                  Subject to the provisions of the Plan, the Committee shall (i)
from time to time select  directors,  officers and  employees of the Company and
its  subsidiaries who will  participate in the Plan (the  "Participants"),  (ii)
determine  the type of awards to be made to  Participants,  (iii)  determine the
Shares  or share  units  subject  to  awards,  and (iv)  have the  authority  to
interpret the Plan, to  establish,  amend and rescind any rules and  regulations
relating  to the Plan,  determine  the terms and  provisions  of any  agreements
entered into hereunder, and make all other determinations necessary or advisable
for the administration of the Plan. The Committee may correct any defect, supply
any omission or reconcile any  inconsistency  in the Plan or in any award in the
manner and to the extent it shall deem  desirable to carry it into  effect.  The
determinations of the Committee in the  administration of the Plan, as described
herein, shall be final and conclusive.

         4.  ELIGIBILITY.  All  directors  and all officers and employees of the
Company  and its  subsidiaries  who  have  demonstrated  significant  management
potential,  or who have  contributed or have the capacity for  contributing in a
substantial  measure to the successful  performance of the Company,  or who have
excelled in their performance on behalf of the Company, all as determined by and
in the sole  and  absolute  discretion  of the  Committee,  are  eligible  to be
Participants in the Plan.

         5.  AWARDS.  Awards  under  the  Plan  ("Awards")  may  consist  of the
following:  stock options (either  incentive stock options within the meaning of
Section 422 of the Internal Revenue


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Code or  non-qualified  stock options),  stock  appreciation  rights,  grants of
restricted  stock,  performance  shares,  stock  bonuses  and other  stock-based
awards.  Awards of performance  shares and restricted  stock,  stock bonuses and
other stock-based  awards may provide the Participant with dividends or dividend
equivalents  and voting  rights prior to vesting  (whether  based on a period of
time or based on attainment of specified performance conditions).

         6. STOCK OPTIONS. The following terms shall apply, except to the extent
varied in any Award Agreement as defined in Section 11 herein.

                  (a) General. The Committee shall establish the option price at
the time each stock option is granted, which price may, in the discretion of the
Committee,  be less than 100% of the fair market value of the Shares on the date
of grant. Stock options shall be exercisable for such period as specified by the
Committee,  but in no event may options be exercisable more than ten years after
their date of grant.

                  (b) Payment.  The exercise price for each option shall be paid
in full at the time of such exercise. Such payment may be made (i) in cash or by
check payable to the order of the Company,  (ii) with Shares of the Company,  to
the extent the fair market  value of the Shares on the date of  exercise  equals
the exercise  price for the Option Shares  purchased,  (iii) by surrender to the
Company of options to purchase Shares,  to the extent of the difference  between
the exercise  price of such  options and the Fair Market  Value (as  hereinafter
defined)  of the  Shares  subject  to  such  options  (the  "spread"),  (iv)  by
promissory note or other payment arrangement agreed to by the Committee,  or (v)
any combination of the foregoing  agreed to by the Committee.  The Company shall
have the right,  and the  Participant  may require the Company,  to withhold and
deduct from the number of Shares  deliverable  upon the exercise hereof a number
of Shares having an aggregate fair market value equal to the amount of taxes and
other  charges  that the Company is obligated to withhold or deduct from amounts
payable to the Participant.

                  (c) Incentive Stock Options.  An option granted under the Plan
may be a non-qualified  stock option or an "incentive stock option"  ("Incentive
Stock Options")  within the meaning of Section 422 of the Internal  Revenue Code
of 1986,  as amended (the  "Code"),  and if not  otherwise  specified,  shall be
deemed to be an Incentive  Stock  Option.  An  Incentive  Stock Option shall not
result in income upon the receipt of the option to the extent (i) the  aggregate
fair market value  (determined  at the time the option is granted) of the Shares
that may be purchased by the optionee  during any calendar  year (under the Plan
and all other  plans of the  Company)  does not  exceed  $100,000;  and (ii) the
optionee (other than the optionee's  estate where the optionee is deceased) does
not  dispose of the  Shares  until the later of (a) two years from and after the
date the  option is  granted,  and (b) one year  after the date the  Shares  are
issued to the optionee.  In the event of a disposition  of Shares  received upon
exercise of an Incentive  Stock Option where the  disposition  occurs within two
years from the date the  option is  granted or one year from the  receipt of the
shares,  the  optionee  shall notify the  Corporate  Secretary of the Company in
writing as to the date of such  disposition,  the sale  price (if any),  and the
number of Shares involved.


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         7. STOCK APPRECIATION  RIGHTS. Stock appreciation rights may be granted
in  tandem  with a  stock  option,  in  addition  to a stock  option,  or may be
freestanding and unrelated to a stock option.  Stock appreciation rights granted
in tandem  with or in addition  to a stock  option may be granted  either at the
same time as the stock option or at a later time.  No stock  appreciation  right
shall be exercisable earlier than six months after grant, except in the event of
the Participant's death or disability.  A stock appreciation right shall entitle
the  Participant  to receive from the Company an amount equal to the increase of
the fair market  value of the Share on the  exercise  of the stock  appreciation
right  over the  grant  price.  The  Committee,  in its sole  discretion,  shall
determine whether the stock  appreciation right shall be settled in cash, Shares
or a combination of cash and Shares.

         8. PERFORMANCE SHARES. Performance shares may be granted in the form of
actual  Shares or share  units  having a value equal to an  identical  number of
Shares.  In the event that a certificate  is issued in respect of Shares subject
to a grant of performance  shares,  such certificate  shall be registered in the
name of the  Participant  but  shall be held by the  Company  until the time the
Shares subject to the grant of performance  shares are earned.  The  performance
conditions and the length of the  performance  period shall be determined by the
Committee.  The  Committee,  in its sole  discretion,  shall  determine  whether
performance shares are granted in the form of share units shall be paid in cash,
Shares or a combination of cash and Shares.

         9.  RESTRICTED  STOCK.  Restricted  stock may be granted in the form of
actual  Shares or share  units  having a value equal to an  identical  number of
Shares.  In the event  that a  certificate  is issued in  respect  of a grant of
restricted  stock,  such  certificate  shall  be  registered  in the name of the
Participant subject to all restrictions,  and shall bear a legend to such effect
until the end of the restricted period. The employment conditions and the length
of the period for  vesting  of  restricted  stock  shall be  established  by the
Committee at the time of grant.  The Committee,  in its sole  discretion,  shall
determine  whether  restricted stock granted in the form of share units shall be
paid in cash, Shares, or a combination of cash and Shares.

         10. STOCK BONUS  AWARDS.  Stock bonus awards may be granted in the form
of Shares or share units having a value equal to an identical  number of Shares.
A stock  bonus  award shall  entitle  the  Participant  to receive the number of
Shares  specified in the award  certificate as a bonus under this Plan,  without
any  consideration  for such Shares.  In the event that a stock  certificate  is
issued in respect of Shares subject to a grant of a bonus award of common stock,
such  certificate  shall  be  issued  in the  name of the  Participant  and will
generally be issued to the Participant  within 15 days after proper  presentment
of the award certificate. The Committee, in its sole discretion, shall determine
whether  bonus  stock  granted in the form of share units shall be paid in cash,
Shares, or a combination of cash and Shares.

         11. AWARD  AGREEMENTS.  Each award under the Plan shall be evidenced by
an agreement  ("Award  Agreement")  setting forth the terms and  conditions,  as
determined by the Committee, which shall apply to such award, in addition to the
terms and conditions specified

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in the Plan.  In the event that  discrepancies  exist  between  the Plan and any
Award Agreement, the Award Agreement shall control.

         12.  WITHHOLDING.  The Company  shall have the right to deduct from any
payment to be made  pursuant to the Plan, or to require prior to the issuance or
delivery of any Shares or the payment of cash under the Plan, any taxes required
by law to be  withheld  therefrom.  The  Participant  may elect to satisfy  such
withholding  obligation by having the Company  retain the number of Shares whose
fair market value equal the amount  required to be  withheld.  Any fraction of a
Share required to satisfy such  obligation  shall be disregarded  and the amount
due shall instead be paid in cash to the Participant.

         13. LIMITED TRANSFERABILITY.  No Award shall be transferred,  assigned,
pledged  or  hypothecated,  other  than by  will  and the  laws of  descent  and
distribution,  and no right of interest of any  Participant  shall be subject to
execution,  attachment or similar process.  Notwithstanding  the foregoing,  the
Participant may transfer such Awards, other than Incentive Stock Options, to his
spouse, lineal ascendants, lineal descendants or to a duly established trust for
the  benefit  of one or more of these  individuals.  Awards so  transferred  may
thereafter be transferred  only to the  Participant or to an individual or trust
to whom he could have initially transferred the Awards pursuant to this Section.
Awards  transferred  pursuant to this  Section  shall be held by the  transferee
according to the same terms and conditions as applied to the  Participant.  Upon
any  attempt  to  transfer  any  Award,  or to assign,  pledge,  hypothecate  or
otherwise dispose of any Award in violation of this provision,  or upon the levy
of any  attachment  or similar  process upon any Award or any rights  hereunder,
such Award shall immediately lapse and become null and void.

         14. NO RIGHT TO AWARDS.  No person  shall have any claim or right to be
granted an award,  and the grant of an award shall not be  construed as giving a
Participant  the  right to be  retained  in the  employ  of the  Company  or its
subsidiaries.  Further,  the Company and its subsidiaries  expressly reserve the
right at any time to dismiss a Participant free from any liability, or any claim
under the Plan,  except as  provided  herein or in any  agreement  entered  into
hereunder.

         15.      CHANGE OF CONTROL

                  (a)      Definitions.

                           (i) Change of Control.  A "Change of  Control"  means
(i) the  acquisition  of  "beneficial  ownership"  (as defined in Regulation 13D
under the Securities Exchange Act of 1934, as amended),  by a person,  entity or
group of 25% or more of the Shares,  or (ii) the election,  in a two-year period
or  less,  of  directors  constituting  a  majority  of the  Board  who were not
nominated by the Board ("Non-Continuing  Directors"),  or (iii) the commencement
of a tender offer (other than by the Company) for any Shares,  or (iv) a sale or
transfer,  in one or a series of  transactions,  of assets  having a fair market
value of 50% or more of the fair market value of all assets of the  Company,  or
(v) a merger, consolidation or share exchange pursuant to which the

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Shares of the  Company  are or may be  exchanged  for or  converted  into  cash,
property or securities of another issuer, or (vi) any other business combination
(as defined in Title 3, Article 6 of the Maryland General  Corporation Law) with
another  party  which  results in a change in the  control of the Company or the
assets or business of the Company,  or (vii) the  liquidation of the Company (an
"Extraordinary Event").

                           (ii) Event Date.  The "Event Date" means (i) the date
of acquisition of beneficial ownership of 25% or more of the Shares, or (ii) the
date of the election of directors as a result of which the majority of the Board
is comprised of  Non-Continuing  Directors,  (iii) the  commencement of a tender
offer, if the Extraordinary Event is a tender offer, and (iv) in the case of any
other Extraordinary  Event, the day preceding the record date in respect of such
Extraordinary  Event, or if no record date is fixed,  the day preceding the date
as of which stockholders of record become entitled to the consideration  payable
in respect of such  Extraordinary  Event.  Notwithstanding  the  foregoing,  the
immediate  vesting of any Award shall be conditioned upon the actual  occurrence
and completion of the Extraordinary Event.

                           (iii) Fair Market Value.  The "Fair Market Value" per
Share as of any  particular  date  shall be the  closing  price per Share on the
trading day  immediately  preceding  such date on the Nasdaq  Stock Market or on
such other principal national securities exchange on which the Shares are listed
on such date.

                  (b) Upon the occurrence of a Change of Control,  (i) any Award
carrying a right to exercise  that was not  exercisable  and vested shall become
fully exercisable and vested, and (ii) any restrictions or forfeiture conditions
applicable to any other Awards granted under the Plan shall lapse and terminate,
any  performance  conditions  imposed  with  respect to any such Awards shall be
deemed to be fully  achieved on and at all times after the Event Date,  and such
Awards shall be deemed fully vested without restriction from and after the Event
Date.

                  (c) In the event of the  acceleration  of the exercise date of
any option pursuant to this Section, the exercise price for which shall not have
been fixed as of the Event Date,  the exercise  price per Share  subject to such
option  shall be equal to the average Fair Market Value per Share for the thirty
(30) days preceding the announcement or other  publication of the  Extraordinary
Event.

                  (d) In case of an  Extraordinary  Event  other  than a  tender
offer,  the exercise of any option  pursuant to this Section  prior to the Event
Date shall be effective  on and as of the Event Date.  Upon the exercise of such
option upon the occurrence of an  Extraordinary  Event, the Company shall issue,
on and as of the  effective  date of such  exercise,  all Shares with respect to
which such option shall have been  exercised.  In the event that the Participant
fails to  exercise  his or her  option,  in whole or in part,  pursuant  to this
Section  upon  an  Extraordinary  Event,  or  if  there  shall  be  any  capital
reorganization or  reclassification  of the Shares,  the Company shall take such
action as may be  necessary  to enable  such  Participant  to  receive  upon any
subsequent  exercise  of his or her  options,  in whole  or in part,  in lieu of
Shares, securities or other assets as

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were  issuable  or payable  upon such  Extraordinary  Event in respect of, or in
exchange for, such Shares.

         16.  TERMINATION  OF RIGHTS.  All  unexercised  or  unexpired  options,
rights,  performance  shares and other such rights granted or awarded under this
Plan  (collectively,  "Rights")  will  terminate,  be  forfeited  and will lapse
immediately if such Participant's employment or relationship with the Company is
terminated  for any reason,  unless and to the extent the Committee  permits the
exercise of such Rights after the date of such  termination.  If a Participant's
employment  or  relationship  with the  Company is  terminated  by reason of his
death, such Participant's personal representatives, estate or heirs (as the case
may be) may exercise,  subject to any  restrictions  imposed by the Committee at
the time of the grant, for a period of one year after the  Participant's  death,
any Right which was  exercisable by the Participant as of the date of his death,
unless otherwise provided by the Committee.

         17.  REGISTRATION.  If the Company shall be advised by its counsel that
any  Shares  deliverable  upon  any  exercise  of a  Right  are  required  to be
registered  under the  Securities  Act of 1933, or that the consent of any other
authority is required  for the  issuance of such Shares,  the Company may effect
registration  or obtain such consent,  and delivery of Shares by the Company may
be deferred until registration is effected or such consent is obtained.

         18.  ADJUSTMENT OF AND CHANGES IN SHARES. In the event of any change in
the   outstanding   Shares  by  reason   of  any   share   dividend   or  split,
recapitalization,  merger,  consolidation,  spinoff,  combination or exchange of
Shares or other corporate change, or other  distributions to common stockholders
other than regular cash dividends,  the Committee may make such  substitution or
adjustment,  if any,  as it deems to be  equitable,  as to the number or kind of
Shares or other securities  issued or reserved for issuance pursuant to the Plan
and to outstanding awards.

         19.  AMENDMENT.  The  Committee  may amend or terminate the Plan or any
portion thereof at any time, provided that, without such Participant's  consent,
no  amendment  or  termination  shall  affect  adversely  any of the rights of a
participant under any Award theretofore granted under the Plan.

         20.  EFFECTIVE  DATE.  The Plan shall be effective upon its adoption by
the Board of Directors, subject to ratification by the stockholders.  Subject to
earlier  termination  pursuant  to Section 19, the Plan shall have a term of ten
years from and after its effective date.


 c71635.634

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